Common use of Remedy for Certain Breaches Clause in Contracts

Remedy for Certain Breaches. (a) Covenantor acknowledges and agrees that the restrictions on his activities under the provisions of Paragraphs 1, 2 and 3 are required for the reasonable protection of the Company and Hexacomb. Covenantor further acknowledges and agrees that a breach of any of those obligations will result in irreparable harm to the Company and Hexacomb, for which there would be no adequate remedy at law, and therefore, Covenantor irrevocably and unconditionally (i) agrees that in addition to any other remedies which the Company or Hexacomb may have under this Agreement or otherwise, all of which remedies shall be cumulative, the Company and Hexacomb shall be entitled to apply to any court of competent jurisdiction for preliminary and permanent injunctive relief and other equitable relief, without the necessity of proving actual damage, restraining Covenantor from doing or continuing to do or perform any acts constituting such breach or threatened breach, (ii) agrees that such relief and any other claim by the Company or Hexacomb pursuant hereto may be brought in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the State of New York, (iii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iv) waives any objection which Covenantor may have to the laying of venue of any such suit, action or proceeding in any such court. (b) Covenantor agrees that the existence of any claim or cause of action by Covenantor against the Company or Hexacomb, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or Hexacomb of the provisions of this Agreement; provided, that material breach by the Company of its obligations under the Employment Agreement may constitute a defense to the enforcement by the Company of the provisions of this Agreement.

Remedy for Certain Breaches. (a) Covenantor Each Restricted Party acknowledges and agrees that the restrictions on their/his activities under the provisions of Paragraphs 1, 2 and 3 this Section 12.08 are required for the reasonable protection of Buyer, its Affiliates and the Company Business in connection with the execution of and HexacombClosing under this Agreement. Covenantor Each Restricted Party further acknowledges and agrees that a breach or threatened breach of any of those obligations will result in irreparable harm to Buyer, its Affiliates and the Company and Hexacomb, Business for which there would be no adequate remedy at law, and therefore, Covenantor each Restricted Party irrevocably and unconditionally (i) agrees that in addition to any other remedies which the Company or Hexacomb Buyer may have under this Agreement or otherwise, all of which remedies shall be cumulative, the Company and Hexacomb Buyer shall be entitled to apply to any court of competent jurisdiction for ex parte preliminary and permanent injunctive relief and other equitable relief, relief (without the necessity of posting bond or other security, or proving irreparable harm or actual damage) restraining each of the Restricted Parties or any Affiliate of a Restricted Party (or other person associated with such Restricted Party), restraining Covenantor as the case may be, from doing or continuing to do or perform any acts constituting such breach or threatened breach, (ii) agrees that such relief and any other claim by the Company or Hexacomb pursuant hereto may be brought in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the State of New York, (iii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iv) waives any objection which Covenantor may have to the laying of venue of any such suit, action or proceeding in any such court. (b) Covenantor each Restricted Party agrees that the existence of any claim or cause of action by Covenantor any Restricted Party against the Company Buyer (or Hexacomb, its Affiliates or any other person) whether predicated on this Agreement or otherwisenot, shall not constitute a defense (or give rise to a right of offset) to the enforcement by the Company or Hexacomb Buyer of the provisions of this Agreement; provided. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 12.08 is invalid or unenforceable, the Parties hereto agree that material breach by the Company court making the determination of its obligations under invalidity or unenforceability shall have the Employment Agreement may constitute a defense power to reduce the enforcement by the Company scope, duration, or area of the provisions term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this AgreementAgreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Remedy for Certain Breaches. (a) Covenantor Each Restricted Party acknowledges and agrees that the restrictions on his his, her or its activities under the provisions of Paragraphs 1, 2 and 3 this Section 10 are required for the reasonable protection of Buyer and the Company Group in connection with the execution of and HexacombClosing under this Agreement. Covenantor Each Restricted Party further acknowledges and agrees that a breach or threatened breach of any of those obligations will result in irreparable harm to Buyer and the Company and Hexacomb, Group for which there would be no adequate remedy at law, and therefore, Covenantor each Restricted Party irrevocably and unconditionally (i) agrees that in addition to any other remedies which the Company or Hexacomb Buyer may have under this Agreement or otherwise, all of which remedies shall be cumulative, the Company and Hexacomb Buyer shall be entitled to apply to any court of competent jurisdiction for ex parte preliminary and permanent injunctive relief and other equitable relief, relief (without the necessity of posting bond or other security or proving actual damage) restraining each of the Restricted Parties or any affiliate of a Restricted Party (or other Person associated with such Restricted Party), restraining Covenantor as the case may be, from doing or continuing to do or perform any acts constituting such breach or threatened breach, (ii) agrees that such relief and any other claim by the Company or Hexacomb pursuant hereto may be brought in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the State of New York, (iii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iv) waives any objection which Covenantor may have to the laying of venue of any such suit, action or proceeding in any such court. (b) Covenantor each Restricted Party agrees that the existence of any claim Claim or cause of action by Covenantor any Restricted Party against Buyer (or any other Person) and the Company or Hexacomb, Group whether predicated on this Agreement or otherwisenot, shall not constitute a defense (or give rise to a right of offset) to the enforcement by the Company or Hexacomb Buyer of the provisions of this Agreement; provided. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 10 is invalid or unenforceable, the parties hereto agree that material breach by the Company court making the determination of its obligations under invalidity or unenforceability shall have the Employment Agreement may constitute a defense power to reduce the enforcement by the Company scope, duration, or area of the provisions term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this AgreementAgreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Remedy for Certain Breaches. (a) Covenantor Executive acknowledges that Sections 7 through 12 hereof were negotiated at arms length and agrees that the restrictions on his activities under the provisions of Paragraphs 1, 2 and 3 are required for the fair and reasonable protection of the Company and Hexacombits subsidiaries in light of all the facts and circumstances of the relationship between Executive and the Company. Covenantor Executive further acknowledges and agrees that a breach of any or threatened breach of those obligations and agreements will result in irreparable harm and continuing damage to the Company and Hexacomb, its subsidiaries for which there would will be no adequate remedy at law, law and therefore, Covenantor irrevocably and unconditionally (i) agrees that in addition to the event of any other remedies which the Company breach or Hexacomb may have under this Agreement or otherwise, all threatened breach of which remedies shall be cumulativesaid obligations and agreements, the Company and Hexacomb its successors and assigns shall be entitled to apply to any court of competent jurisdiction for preliminary and permanent injunctive relief and to such other equitable relieffurther relief as is proper in these circumstances, without including (i) the necessity of proving actual damage, restraining Covenantor from doing or continuing right to do or perform any acts constituting such breach or threatened breach, (ii) agrees that such relief and any other claim by the Company or Hexacomb pursuant hereto may be brought in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the State of New York, (iii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iv) waives any objection which Covenantor may have to the laying of venue of any such suit, action or proceeding in any such court. (b) Covenantor agrees that the existence of any claim or cause of action by Covenantor against the Company or Hexacomb, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or Hexacomb of the provisions of this Agreement specifically enforced by any court having jurisdiction, and (ii) to be relieved of any further obligation to pay Executive any of the amounts due Executive by Company under this Agreement; provided. Executive further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company's and its subsidiaries' legitimate business interests and are reasonable in scope and content. In addition, while the duration of the covenants embodied in Sections 7 through 12 hereof shall be determined generally in accordance with the terms of those respective Sections, in the event of any breach, threatened breach or violation by Executive of any of the covenants contained in such Sections, Executive agrees to an extension of the covenant violated on the same terms and conditions for an additional period of time equal to the time that material elapses from the commencement of litigation stemming from such breach by or violation to the later of the (a) termination of such breach or violation, or (b) the final resolution of any litigation stemming from such breach or violation. Notwithstanding the foregoing, the Company shall not be entitled to injunctive relief and shall not be entitled to be relieved of its payment obligations under the Employment Agreement may constitute a defense to the enforcement by hereunder if the Company has materially breached its obligations hereunder (and said breach has not been cured) at the time of any breach, threatened breach or violation of the provisions of this Agreementcovenants in Sections 7 through 12 hereof.